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This Agreement governs the Terms and Conditions of Sale between Digi Toolbox Ltd (hereafter called “the Company”) and yourself (hereafter called “the Customer”) and will remain in force for an indefinite period unless varied or terminated in accordance with this Agreement. These are the general Terms and Conditions of  Sale which form part of the Agreement of Sale and are binding. 

Definitions. – “Agreement” – The agreement for the sale and purchase of the equipment as set out in this document (including these matters and the matters set out in the schedule of equipment and services detailed overleaf). “Purchase  Price” – The price of the equipment or services, totalled within the schedule of equipment or services. “Site address” – The address for the delivery and installation of the equipment.

1. Payment. – The  Company agrees sale of equipment and supply of services to the Customer and the Customer agrees purchase of equipment and services from the Company, for the agreed purchase price subject to, and in accordance with, the conditions of this Agreement. The advanced payment, shown on the order form, shall be paid upon receipt of the Customers’ signature of sale. The  Company shall receive 50% of the order value upon placement of the order and a further 40% upon commencement of the installation. The remaining 10% balance of payment becomes due upon the commissioning of the equipment. Failure, on the part of the Customer, to pay this remaining balance shall entitle the Company to; a) charge interest on the balance unpaid at a  rate of 1% per month or part month; b) treat the Agreement as repudiated; c)  appropriate the deposit to any other contract between the Company and the  Customer; d) refer to 2.2  e)“I  (the undersigned) agree that all transactions of hire or sale entered into by my company (known as ‘(The Customer”)  shall be subject to Digi Toolbox Ltd’s Conditions of Hire or Sale’, as the case may be, operative at the time of any contract of hire or sale. I will make a full settlement of all monies due within one month from the date of  Digi Toolbox  Ltd’s invoice. I hereby, personally guarantee payment in respect of all sums due from my company (“the Customer”)  to Digi Toolbox Ltd, together with all ancillary costs incurred. I have  retained a copy of this form for my  records.” 1.1 Any customer not on direct debit will incur a £5.00 ex VAT administration fee per invoice.

2. Title. – 2.1  The  Company shall retain the title of equipment until payment has been received in full, for both the products and services exchanged within this agreement and any variations of the order. 2.2  Failure,  on the part of the Customer, to settle the final 10% balance of payment shall entitle the company to re-possess equipment at trade value until the outstanding balance, plus costs have been recovered.  2.3  The Customer shall not be entitled to re-sell, lease, transfer, charge or otherwise commercially dispose of equipment. The Customer shall, without prejudice to the foregoing, account to the Company for the proceeds of sale or otherwise of the equipment, whether tangible or intangible, including insurance proceeds and shall keep such proceeds separate from any monies or property of the Customer third parties.  Tangible proceeds must be properly stored, protected and insured. 

3. Risk. – The risk of damage to, or loss of, the equipment shall pass to, and be borne by, the Customer at the time of delivery irrespective of whether the title of the equipment shall have passed to the Customer. 

4. Delivery. – 4.1 The Company will arrange for the delivery of equipment to the site for an agreed date, but shall not be held responsible for any delays outside of the Company’s direct control.   4.2  The  Company shall ensure every effort is made to maintain the pre-arranged date of delivery. Liability shall not, however, rest with the Company should failure to align with this agreement occur, unless a guarantee in writing has been previously issued by a senior manager of the Company to affect a specific date of delivery. 4.3  Any claim by the  Customer relating to the equipment or any part of the equipment being lost or damaged in transit or not delivered must be made by the Customer to the Company or the carrier (if appropriate)  in writing within 7 days of delivery or the due date for delivery. 

5. Installation. – 5.1 It shall be the responsibility of the Customer to provide and finance suitable accommodation and facilities,  including appropriate environmental conditions as recommended by the Company,  for the operation of equipment.  The Customer shall also provide, at its own expense, any building operation necessary for cable ducts,  cable holes or chases.  The Company shall provide, upon the Customer’s request, the relevant network providers for the provisioning of exchange lines but shall not be held accountable for any delay in this process. 5.2  The  Agreement includes installation by the Company or a Company-recommended qualified contractor unless otherwise consented to by the parties involved.  5.3  The installation timetable, along with a detailed scope of work, shall be agreed upon at the first project meeting.  Should variations of this Agreement occur or the requirement for additional professional services be anticipated,  then it shall be the responsibility of the Company account manager to quote for this work with respect to the prevailing rates. 5.4  Any subsequent dispute regarding the proposed scope of work, the requirement of additional professional services or the quoted price of works, shall result in the Company reserving its right to proceed with the installation at the contracted costs, with the anticipated level of professional services.  Notwithstanding clause 6. 5.5  The installation shall be considered complete upon the signature of the acceptance criteria. Should minor snags remain outstanding then these should not be used to withhold any final payments. By agreement with the Company, an amount may be set against such outstanding snags. 5.6 Cloud services (e.g. Microsoft products) subscriptions on an annual term will be automatically renewed for subsequent annual terms unless explicitly cancelled by the subscriber prior to the renewal date. By continuing to use the services after the initial term, the subscriber agrees to the renewal terms and any associated fees.

6. Cancellation. – 6.1  This  Agreement may not be cancelled by the Customer except with the consent of the  Company in writing and on terms which will indemnify the Company in full against any losses (including loss of profit),  costs, damages, charges and expenses which transpired as a result of cancellation.  6.2  Should a site survey expose the proposed solution to be nonviable within the scope and price of a contract already in position, then it is within the entitlement of the Customer to cancel without penalty. The Company, however, reserves the right to deduct the cost of the survey, plus associated expenses,  from the returned deposit. 

7. Leasing.7.1  In the event of the Customer entering into a financial arrangement with a third party with the intention of passing the title of equipment to this third party,   the Customer shall, notwithstanding any agreement to the contrary, remain liable to the Company, under the provisions of this Agreement, in consideration of the Company agreeing to supply the equipment to the third party. The third party shall discharge the full purchase price to the Company. 7.2 Upon activation of the lease and upon the Company receiving payment in full from the third party, any monies paid to the Company from the Customer shall be reimbursed in full. 7.3  If for any reason the Customer’s intention to lease the equipment becomes frustrated,  all provisions of the Agreement shall remain in full force between the Company and the Customer. 

8. Warranty. – The  Company warrants that at the time of delivery, equipment shall be of satisfactory quality and fit only for its intended functional purpose. The Company shall not be liable for any malfunction or failure of performance of equipment or software, which is attributable to adverse local conditions or to the addition of accessories which fail to conform to the technical specification supplied by the Company or the manufacturer.  Notwithstanding this, nothing within this Agreement shall affect the statuary rights of the Customer.  

9. Force  Majeure. – The   Company has no obligation to provide equipment or services and holds no liability which may arise from non-provision should the Company be delayed,  hindered or prevented by any circumstances beyond its reasonable control  

10.  Liabilities. – 10.1  Other than in cases of death or personal injury caused by the Company, the Company shall not be held liable for any claim, whether arising in contract torte  (including negligence) or otherwise, for consequential, economic, special, or other indirect losses.  

10.2  The Customer shall indemnify the Company with respect to any loss, damage, claim,  demand or liability,  suffered as a result of any negligence on the part of the  Customer, arising from the Customer’s operation or use of equipment.

11. General.11.1  This Agreement shall be governed by the laws of England. It may only be modified or otherwise amended by written agreement between the parties. 11.2  The  Customer accepts that the terms and conditions of this Agreement shall take precedence over any purchase order containing the Customer’s own terms and conditions of purchase.  11.3  If any provision of this agreement is thought by any competent authority to be invalid or unenforceable in whole or in part, then the validity of all other provisions of this Agreement shall not be affected as a result.  11.4  Signature against these terms and conditions by the Customer shall remain in force for all subsequent purchases by the Customer unless they are later modified or replaced through the agreement of both parties. 11.5  These terms and conditions of Sale shall stand apart from the Company’s terms and conditions for the provision of Network Services and the Company’s terms and conditions for Maintenance Services.  11.6  No waiver by the Company of any breach of this Agreement by the Customer shall be considered as a waiver for any subsequent breach of the same, or any other provision. 11.7  Should the Company provide goods or services to the Customer without first obtaining a  signature acknowledging the Terms and Conditions of Sale, then,  provided that these conditions have been made available to the Customer, the   Company will have proceeded on the basis of the Terms and Conditions of  Sale having been signed.  11.8  Should the Customer purchase any subsequent equipment or services from the   Company, then this purchase shall be in line with the Terms and  Conditions of  Sale issued to the previous purchase.  The   Company amends its Terms and Conditions of Sale from time to time, with the up-to-date version available on request. The latest Terms and Conditions of   Sale shall be relevant to the latest Customer purchases unless a previous version with agreed modifications is already in place.  11.9 All Data Circuits are subject to survey and additional charges may be imposed if necessary.